MediaNet Website Terms of Use

IMPORTANT -- READ CAREFULLY. THE "MEDIANET WEBSITE TERMS OF USE" ("TERMS OF USE") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU") AND MEDIANET, INC., A DELAWARE CORPORATION ("MEDIANET," "WE," "OUR"). BY USING THIS WEBSITE YOU ARE INDICATING THAT YOU HAVE READ THE TERMS AND CONDITIONS, YOU UNDERSTAND IT, AND YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THIS WEBSITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS CONTAINED HEREIN, YOU SHOULD CLOSE THIS WEBSITE.

These Terms of Use applies to Your use of this Internet site (the "Website"), any and all applications, software, photographs, data, graphics, information, artwork, text, video, music, or pictures ("Media Content") and all services offered through this Website (the "Services"). Reference to the Website throughout these Terms of Use shall be deemed to include reference to Media Content and Services, unless the context otherwise requires. As used herein, MediaNet, Inc. and its divisions, subsidiaries, successors, parent companies, and their employees, partners, principals, agents and representatives, and any third-party providers or sources of information, data or Media Content.

MediaNet reserves the right, in its sole discretion, to change, add or remove portions of these Terms of Use at any time. It is Your responsibility to check these Terms of Use each time before using the Website. Your continued use of the Website following the posting of changes will mean that You accept and agree to the changes. Because they are binding upon You and govern Your relationship with MediaNet, You should visit this page from time to time to review the then-current Terms of Use.

1. Media Content

The Media Content on the Website is protected by U.S. and international copyright, trade dress, trademark and patent laws, and various other intellectual property rights and unfair competition laws. You may only access and use the MediaNet Content for your own personal or educational purpose. You may not modify or use the MediaNet Content for any other purposes without MediaNet's prior express written consent. Except as provided for herein, You may not reproduce, duplicate, copy, republish, post, transmit, publicly perform or display, edit or distribute any MediaNet Content, link directly to any MediaNet Content or attempt to "pass-off" any MediaNet Content as your own work. Any such use of the MediaNet Content will constitute a breach of these Terms of Use and may constitute a violation of law, including copyright infringement.

2. Privacy Policy

Any information You provide to us through the Website is subject to Our Privacy Policy. For more information, see Our full privacy policy.

3. Your Obligations and Conduct

3.1 You agree that You will not use the Website to:

(a) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Media Content or User Content transmitted through the Website;

(b) engage in any activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law;

(c) violate or infringe anyone's intellectual property rights;

(d) transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment

(e) injure the interests of MediaNet or other users of the Website;

(f) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website; or

(g) stalk or otherwise harass another.

3.2 You agree that You will not attempt to gain unauthorized access to the Website or any portion or feature of the Website, or any other systems or networks connected to the Website or to any of Our servers.

3.3 You agree that You may not probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the site.

3.4 You agree that You may not take any action that imposes an unreasonable load on the Website or on Our infrastructure or networks or any networks connected to the Website.

3.5 You agree to indemnify and hold MediaNet and our subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Your use of the Website, Your connection to the Website, Your violation of these Terms of Use, or Your violation of any rights of another.

3.6 You acknowledge that We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that We shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Website.

4. Music and Video Services

MediaNet may offer certain music and video services through the Website ("Services"). and Your use of these Service may be governed by other agreements. We recommend that You review such agreements by following this link.

5. Links to Third Party Sites

Any links to the Internet sites of third parties are provided solely for Your convenience and such sites are not owned or operated by MediaNet. MediaNet has no control over any linked third party sites, is not responsible for the content on such sites, and makes no representations or warranties with respect to such sites. If You click through to a third party's site, You do so at Your own risk.

6. Intellectual Property Rights

6.1 All Media Content, including, without limitation, downloads, streams or samples, accessible through the Website as well as the design, selection, arrangement, "look and feel" and coordination of such Media Content on the Website is owned or licensed by or to Us and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws.

6.2 Except as expressly provided in these Terms of Use, no part of the Website and no Media Content may be exported or reexported from the United States of America, reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way (including "mirroring") to any computer, server, website or other medium for any commercial purpose, without Our prior express written consent.

6.3 Except as expressly provided herein, You are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Media Content. You must not modify, decompile, or reverse engineer any software We disclose to You and You must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to any rights granted to You herein, You acknowledge and agree that no right, title or interest in any content or the Website is transferred to You as a result of Your use of the content, Website, or Services. We reserve all rights not expressly granted hereunder.

6.4 Copyright. We respect the copyright of others, and We ask You to do the same. We may, in appropriate circumstances and at Our discretion, disable and/or terminate the access of users who may be repeat infringers. If You believe that intellectual property may have been or is being infringed with respect to any items made available through the MediaNet Service, please notify Us pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c) by providing the following information to our designated agent:

an electronic copy or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

a description of the copyrighted work that you claim has been infringed;

a description of where the material that you claim is infringing is located on the site;

your address, telephone numbers and e-mail address;

a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Upon receiving proper notice, We will take prompt action. Such written notice should be sent to our designated agent as follows:

PLEASE NOTE THAT UNDER SECTION 512(F) OF THE DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING MAY BE SUBJECT TO LIABILITY.

6.5 Trademark. MediaNet, MediaNet Digital, MNDigital.com, Performance by MediaNet are trademarks or service marks of MediaNet. All other trademarks or service marks are property of their respective owners. Use of any MediaNet's trademarks or service marks without MediaNet's express written consent is strictly prohibited.

7. Term and Termination.

These Terms of Use takes effect on the date You first access or use the Website and will continue until Your account expires, ceases, or is terminated. MediaNet reserves the right at any time in its sole discretion to terminate these Terms of Use, with or without notice. Upon termination, You will cease to have access to the Website and all of Your user's rights herein will cease. Rights and obligations under these Terms of Use which by their nature should survive will remain in full effect after termination or expiration of these Terms of Use.

8. Disclaimer of Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. OUR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES AND LICENSORS MAKE NO WARRANTY THAT (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (ii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OUR SERVICES WILL BE ACCURATE OR RELIABLE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH US FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THE LICENSE. NO USE OF THE MN OPEN APPLICATION IS AUTHORIZED HEREUNDER EXCEPT PURSUANT TO THESE DISCLAIMERS.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOUR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OR THE INABILITY TO USE OUR SERVICE.

10. Indemnification

You hereby agree to indemnify and hold MediaNet harmless from any losses, expenses, costs or damages (including reasonable legal fees, expert fees, and other costs of litigation) suffered or incurred by MediaNet arising directly or indirectly from, incurred directly or indirectly as a result of, or in any manner related to any claim, demand, or action based upon Your use of or connection to the Website or Services, Your violation of these Terms of Use, Your violation of any rights of another, or any use of the Website, Services, or content by a third party where You have provided, permitted, or procured such third party access.

11. General

11.1 These are the entire Terms of Use between You and Us and governs Your use of the Website, except as set forth in Section 4 above.

11.2 These Terms of Use and the relationship between You and Us is governed by the laws of the State of New York, without regard to its conflict of law principles, to the extent such principles would require or result in the application of another state's laws.

11.3 No delay or failure to take action under these Terms of Use shall constitute any waiver by Us of any provision of these Terms of Use.

11.4 These Terms of Use will bind and inure to the benefit of each party's permitted successors and assigns. These Terms of Use is personal to You and may not be transferred, assigned or delegated to anyone. Any attempt by You to assign, transfer or delegate these Terms of Use shall be null and void. We may assign these Terms of Use to an affiliate or successor in interest to all or substantially all of our assets.

11.5 If any provision of these Terms of Use is ruled invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and other provisions of these Terms of Use remain in full force and effect. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to these Terms of Use.

11.6 These Terms of Use do not in any way create the relationship of principal and agent, franchise, joint venture, or partnership. Neither party will act or attempt to act, or represent itself to others, as an agent of the other party or in any manner assume or create any obligation on behalf of or in the name of the other party, pursuant to these Terms of Use. Neither party will be liable of any debts or obligations of the other unless expressly assumed in writing.